Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | TELL | |
Entity Registrant Name | TELLURIAN INC. /DE/ | |
Entity Central Index Key | 61,398 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 210,909,739 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 160,726 | $ 21,398 |
Restricted cash | 100 | |
Securities available-for-sale | 1,839 | |
Accounts receivable | 75 | 48 |
Accounts receivable due from related parties | 2,753 | 1,333 |
Prepaid expenses and other current assets | 2,124 | 1,964 |
Total current assets | 167,617 | 24,743 |
Non-current restricted cash | 375 | |
Property, plant and equipment, net | 25,374 | 10,993 |
Goodwill | 1,190 | 1,190 |
Note receivable due from related party | 251 | 251 |
Other non-current assets | 2,206 | 1,901 |
Total assets | 197,013 | 39,078 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 18,870 | 24,403 |
Accounts payable due to related parties | 323 | 323 |
Total current liabilities | 19,193 | 24,726 |
Embedded derivative | 8,753 | |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Common stock: par value $0.01 and $0.001 per share, respectively; 300 million shares and 200 million shares authorized, respectively; 211.5 million shares and 109.6 million shares issued, respectively | 1,933 | 101 |
Treasury stock: 1.2 million and zero shares, respectively, at cost | (399) | |
Additional paid-in capital | 445,880 | 102,148 |
Accumulated other comprehensive income | 933 | |
Accumulated deficit | (270,527) | (96,655) |
Total stockholders' equity | 177,820 | 5,599 |
Total liabilities and stockholders' equity | $ 197,013 | 39,078 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Convertible preferred stock | $ 5 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.010 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 200,000,000 |
Common stock, shares issued | 211,500,000 | 109,600,000 |
Treasury stock, shares | 1,200,000 | 0 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 5,500,000 |
Convertible preferred stock, shares issued | 0 | 5,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | Apr. 09, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 09, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
Costs and expenses: | ||||||
Development expenses | 14,616 | 11,752 | 36,205 | 14,505 | ||
General and administrative | 18,283 | 4,764 | 62,823 | 9,204 | ||
Goodwill impairment | 77,592 | |||||
Total costs and expenses | 32,899 | 16,516 | 176,620 | 23,709 | ||
Loss from operations | (32,899) | (16,516) | (176,620) | (23,709) | ||
Gain on preferred stock exchange feature | 2,209 | |||||
Other income, net | 376 | 69 | 539 | 69 | ||
Loss before income taxes | (32,523) | (16,447) | (173,872) | (23,640) | ||
Provision for income taxes | 0 | 170 | 0 | 170 | ||
Net loss attributable to common stockholders | $ (32,523) | $ (16,277) | $ (173,872) | $ (23,470) | ||
Net loss per common share: | ||||||
Basic and diluted | $ (0.17) | $ (0.15) | $ (1.18) | $ (0.36) | ||
Weighted average shares outstanding: | ||||||
Basic and diluted | 186,102 | 109,967 | 146,756 | 65,714 | ||
Predecessor [Member] | ||||||
Revenue | $ 0 | $ 0 | ||||
Revenue, related party | 31 | |||||
Total revenue | 31 | |||||
Costs and expenses: | ||||||
Development expenses | 52 | |||||
General and administrative | 157 | 617 | ||||
Total costs and expenses | 157 | 669 | ||||
Loss from operations | (157) | (638) | ||||
Loss before income taxes | (157) | (638) | ||||
Net loss attributable to common stockholders | $ (157) | $ (638) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock | Common StockSeries A Preferred Stock [Member] | Common StockSeries B Preferred Stock [Member] | Common StockExchange from Series B Common Stock [Member] | Treasury Stock | Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Preferred Stock [Member]Exchange from Series B Common Stock [Member] | Capital in Excess of Par Value | Capital in Excess of Par ValueSeries B Preferred Stock [Member] | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance at Dec. 31, 2015 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Beginning balance, shares at Dec. 31, 2015 | 0 | 0 | 0 | |||||||||||||
Acquisition/Merger adjustments, value | 1,000 | $ 1 | 999 | |||||||||||||
Acquisition/Merger adjustments, shares | 500 | |||||||||||||||
Share-based compensation, value | 5,125 | $ 2 | 5,123 | |||||||||||||
Issuance of common stock, value | 36,374 | $ 84 | 36,290 | |||||||||||||
Issuance of common stock, shares | 84,856 | |||||||||||||||
Restricted stock awards, shares | 1,500 | |||||||||||||||
Share-based compensation, shares | 1,775 | |||||||||||||||
Net loss | (23,470) | (23,470) | ||||||||||||||
Ending balance at Jun. 30, 2016 | 19,029 | $ 87 | $ 0 | $ 0 | 42,412 | 0 | (23,470) | |||||||||
Ending balance, shares at Jun. 30, 2016 | 88,631 | 0 | 0 | |||||||||||||
Beginning balance at Dec. 31, 2016 | 5,599 | $ 101 | $ 5 | 102,148 | (96,655) | |||||||||||
Beginning balance, shares at Dec. 31, 2016 | 109,609 | 5,468 | ||||||||||||||
Acquisition/Merger adjustments, value | 87,923 | $ 1,390 | 86,533 | |||||||||||||
Acquisition/Merger adjustments, shares | 51,540 | (1,209) | ||||||||||||||
Share-based compensation, value | 15,561 | $ 9 | 15,552 | |||||||||||||
Share-based compensation, shares | 909 | |||||||||||||||
Issuance of common stock, value | 211,977 | $ 358 | 211,619 | |||||||||||||
Issuance of common stock, shares | 35,838 | |||||||||||||||
Restricted stock awards, value | 2,389 | $ 3 | 2,386 | |||||||||||||
Restricted stock awards, shares | 6,397 | |||||||||||||||
Share-based payments, value | 21,165 | $ 17 | 21,148 | |||||||||||||
Share-based payments, shares | 1,700 | |||||||||||||||
Reclass of embedded derivative, value | 6,544 | 6,544 | ||||||||||||||
Reclass of embedded derivative, shares | 0 | |||||||||||||||
Treasury stock, value | (399) | $ (399) | ||||||||||||||
Treasury stock, shares | 0 | (28) | ||||||||||||||
Exchange from/to preferred stock, value | $ (5) | $ 5 | $ 55 | $ (5) | $ 55 | $ (55) | $ (50) | |||||||||
Exchange from/to preferred stock, shares | 0 | 0 | 5,468 | (5,468) | 5,468 | (5,468) | ||||||||||
Other comprehensive income | 933 | 933 | ||||||||||||||
Net loss | (173,872) | (173,872) | ||||||||||||||
Ending balance at Jun. 30, 2017 | $ 177,820 | $ 1,933 | $ (399) | $ 0 | $ 445,880 | $ 933 | $ (270,527) | |||||||||
Ending balance, shares at Jun. 30, 2017 | 211,461 | (1,237) | 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | Apr. 09, 2016 | Apr. 09, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Cash flows from operating activities: | |||||
Net loss | $ (173,872) | $ (23,470) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization expense | 139 | 24 | |||
Goodwill impairment | 77,592 | ||||
Loss on disposal of assets | 37 | ||||
Provision for income tax benefit | 0 | (170) | $ 0 | ||
Gain on Series A convertible preferred stock exchange feature | (2,209) | ||||
Share-based compensation | 17,951 | 5,125 | |||
Share-based payments | 19,397 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (8) | (113) | |||
Accounts receivable due from related parties | (1,819) | (230) | |||
Prepaid expenses and other current assets | (86) | (1,036) | |||
Accounts payable and accrued liabilities | (8,884) | 4,886 | |||
Accounts payable due to related parties | (14) | ||||
Other, net | (292) | (601) | |||
Net cash used in operating activities | (72,091) | (15,562) | |||
Cash flows from investing activities: | |||||
Cash received in acquisition | 56 | 210 | |||
Purchase of property - land | (8,491) | ||||
Purchase of property and equipment | (905) | (623) | |||
Proceeds from sale of available-for-sale securities | 266 | ||||
Net cash used in investing activities | (583) | (8,904) | |||
Cash flows from financing activities: | |||||
Proceeds from the issuance of common stock, net | 212,477 | 36,857 | |||
Net cash provided by financing activities | 212,477 | 36,857 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 139,803 | 12,391 | |||
Cash, cash equivalents and restricted cash, beginning of period | 21,398 | ||||
Cash, cash equivalents and restricted cash, end of period | $ 161,201 | 12,391 | 21,398 | ||
Predecessor [Member] | |||||
Cash flows from operating activities: | |||||
Net loss | $ (157) | $ (638) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization expense | 8 | ||||
Loss on disposal of assets | 3 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 1 | ||||
Accounts receivable due from related parties | (32) | ||||
Prepaid expenses and other current assets | 13 | ||||
Accounts payable and accrued liabilities | 281 | ||||
Accounts payable due to related parties | 253 | ||||
Net cash used in operating activities | (111) | ||||
Cash flows from investing activities: | |||||
Purchase of property and equipment | (268) | ||||
Net cash used in investing activities | (268) | ||||
Cash flows from financing activities: | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (379) | ||||
Cash, cash equivalents and restricted cash, beginning of period | 589 | $ 589 | $ 589 | ||
Cash, cash equivalents and restricted cash, end of period | $ 210 | $ 210 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation | NOTE 1 — BACKGROUND AND BASIS OF PRESENTATION Tellurian plans to own, develop and operate natural gas related infrastructure and complementary business lines in the energy industry and to deliver natural gas products and services to customers worldwide. Tellurian is developing an LNG terminal facility (the “Driftwood terminal”) and an associated pipeline (the “Driftwood pipeline”) in Southwest Louisiana (the Driftwood terminal and the Driftwood pipeline collectively, the “Driftwood Project”). The accompanying unaudited Condensed Consolidated Financial Statements of Tellurian as of and for the period ended June 30, 2017, have been prepared in accordance with U.S. GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. The information included herein should be read in conjunction with the consolidated financial statements and the accompanying notes of Tellurian Investments as of and for the fiscal year ended December 31, 2016. Such information was included in Tellurian’s Current Report on Form 8-K/A filed with the SEC on March 15, 2017 following the completion of a merger (the “Merger”) of Tellurian Investments with a subsidiary of Magellan Petroleum Corporation (“Magellan”) on February 10, 2017 (the “Merger Date”). Magellan changed its corporate name to Tellurian Inc. shortly after completing the Merger. The Merger was accounted for as a “reverse acquisition,” with Tellurian Investments being treated as the accounting acquirer. As such, the historical condensed consolidated comparative information as of and for all periods in 2016 in this report relates to Tellurian Investments and its subsidiaries. Subsequent to the Merger Date, the information relates to the consolidated entities of Tellurian Inc., with Magellan reflected as the accounting acquiree. The Company continues to operate as a single operating segment for financial reporting purposes. In connection with the Merger, each issued and outstanding share of Tellurian Investments common stock was exchanged for 1.3 shares of Magellan common stock. All share and per share amounts in the Condensed Consolidated Financial Statements and related notes have been retroactively adjusted for all periods presented to give effect to this exchange, including reclassifying an amount equal to the change in par value of common stock from additional paid-in capital. On April 9, 2016, Tellurian Investments acquired Tellurian Services, formerly known as Parallax Services LLC (“Parallax Services”). Under the financial reporting rules of the SEC, Parallax Services (“Predecessor”) has been deemed to be the predecessor to Tellurian (“Successor”) for financial reporting purposes. Except where the context indicates otherwise, (i) references to “we,” “us,” “our,” “Tellurian” or the “Company” refer, for periods prior to the completion of the Merger, to Tellurian Investments and its subsidiaries, and for periods following the completion of the Merger, to Tellurian Inc. and its subsidiaries and (ii) references to “Magellan” refer to Tellurian Inc. and its subsidiaries prior to the completion of the Merger. Results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the operating results that will be realized for the year ending December 31, 2017. |
Merger and Acquisition
Merger and Acquisition | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Merger and Acquisition | NOTE 2 — MERGER AND ACQUISITION The Merger As discussed in Note 1, Background and Basis of Presentation The total consideration exchanged was as follows (in thousands, except share and per-share amounts): Number of shares of Magellan common stock outstanding (1) 5,985,042 Price per share of Magellan common stock (2) $ 14.21 Aggregate value of Tellurian common stock issued $ 85,048 Fair value of stock options (3) 2,821 Net purchase consideration to be allocated $ 87,869 (1) The number of shares of Magellan common stock issued and outstanding as of February 9, 2017. (2) The closing price of Magellan common stock on the NASDAQ on February 9, 2017. (3) The estimated fair value of Magellan stock options for pre-Merger services rendered. We utilized estimated fair values at the Merger Date for the allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed. The preliminary purchase price allocation to assets acquired and liabilities assumed in the transaction was as follows (in thousands): Fair Value of Assets Acquired: Cash $ 56 Securities available-for-sale 1,111 Other current assets 93 Unproved properties 13,000 Wells in progress 332 Land, buildings and equipment, net 67 Other long-term assets 19 Total assets acquired 14,678 Fair Value of Liabilities Assumed: Accounts payable and other liabilities 4,393 Notes payable 8 Total liabilities assumed 4,401 Total net assets acquired 10,277 Goodwill as a result of the Merger $ 77,592 We valued our interests acquired in unproved oil and gas properties using a market approach based on commercial negotiations and bids received for the interests (see Note 7, Property, Plant and Equipment, Goodwill initially recognized as a result of the Merger totaled $77.6 million, none of which is deductible for income tax purposes. Subsequent to the Merger, the Company determined that there is no evidence that we will recover the value of this goodwill. For purposes of determining the goodwill impairment, we utilized qualitative factors as well as the fair values determined when allocating consideration as of the Merger Date. Parallax Services Acquisition On April 9, 2016, Tellurian Investments acquired Parallax Services, which was renamed Tellurian Services, with equity consideration valued at $1 million. The transaction was accounted for using the acquisition method. As of June 30, 2017, goodwill of $1.2 million on our Condensed Consolidated Balance Sheet was entirely related to the acquisition of Parallax Services. Pro Forma Results The following table provides unaudited pro forma results for the three and six months ended June 30, 2017 and 2016, as if the Merger occurred and Parallax Services had been acquired as of January 1, 2016 (in thousands, except per-share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Pro forma net loss $ (32,523) $ (15,174) $ (177,614) $ (34,212) Pro forma net loss per basic share $ (0.17) $ (0.13) $ (1.20) $ (0.47) Pro forma basic and diluted weighted average common shares outstanding 186,127 116,477 148,236 72,224 The unaudited pro forma results include adjustments for the historical net loss of Magellan and Parallax Services as well as an increase in compensation expense associated with the addition of three new directors. The pro forma information is provided for informational purposes only and is not necessarily indicative of what Tellurian’s results of operation would have been if the Merger and acquisition of Parallax Services had occurred on January 1, 2016. Following the Merger Date, $0.6 million of net loss related to the acquired activities have been included in our Condensed Consolidated Financial Statements. |
Non-Current Restricted Cash
Non-Current Restricted Cash | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Non-Current Restricted Cash | NOTE 3 - NON-CURRENT RESTRICTED CASH Restricted cash represents a long-term certificate of deposit securing a letter of credit issued in the amount of $375 thousand required as part of our Houston, Texas office lease. The letter of credit renews annually unless the issuing bank provides 30 days’ written notice to the beneficiary. |
Prepaid and Other Current and N
Prepaid and Other Current and Non-Current Assets | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current and Non-Current Assets | NOTE 4 — PREPAID AND OTHER CURRENT AND NON-CURRENT ASSETS The components of prepaid expenses and other current assets consist of the following (in thousands): June 30, 2017 December 31, 2016 Deposits related to marketing activities $ 146 $ 968 Insurance 661 67 Prepaid rent 631 315 Other 686 614 Total prepaid expenses and current assets $ 2,124 $ 1,964 The components of other non-current assets consist of the following (in thousands): June 30, 2017 December 31, 2016 Lease and purchase options $ 2,114 $ 1,345 Deposits related to marketing activities — 551 Other 92 5 Total other non-current assets $ 2,206 $ 1,901 Deposits Related to Marketing Activities Tellurian has made advances to trade conferences and similar events for networking, marketing and public relations in the ordinary course of its development activities. These deferred costs relate primarily to conference fees, travel accommodations and similar event-specific arrangements, which are required to be paid in advance. General marketing and advertising costs not associated with specific events currently are expensed, and costs that are event-specific are deferred and expensed when the event occurs. Land Lease and Purchase Options The Company, through its wholly owned subsidiary Driftwood LNG, holds lease and purchase option agreements (the “Options”) for certain tracts of land and associated river frontage that provide for four or five-year terms. In addition to the Options, the Company holds a ground lease for a port facility adjacent to a tract of land that was acquired in March 2016. The lease provides for a four-year term, subject to a 20-year extension and six five-year renewals and is accounted for as an operating lease, with rental payments accounted for using the straight-line method. Upon exercise of the Options, the leases are subject to maximum terms of 60 years (inclusive of various renewals) at the option of the Company. Lease and purchase option payments have been capitalized in other non-current assets. Costs of the lease and purchase options will be amortized over the life of the lease once obtained, or capitalized into the land if purchased. If no lease or land is obtained, the Options cost will be expensed. Office Leases The Company holds a ten-year lease for its corporate headquarters located in Houston, Texas as well as leases for other offices in the U.S., London and Singapore. The leases are accounted for as operating leases, with rental payments accounted for using the straight-line method. Where payments exceed or are less than the amount of rent expense recognized, prepaid rent or deferred rent payable, respectively, is recognized on the Condensed Consolidated Balance Sheets. |
Capital Development Activities
Capital Development Activities | 6 Months Ended |
Jun. 30, 2017 | |
Text Block [Abstract] | |
Capital Development Activities | NOTE 5 — CAPITAL DEVELOPMENT ACTIVITIES Pursuant to the technical services agreement entered into in February 2016, Tellurian engaged Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) under a request for services (“RFS”) to begin certain detailed engineering services in July 2017, with the anticipated completion of such detailed engineering services upon Bechtel’s receipt of a notice to proceed from the Company on an LSTK contract. The LSTK contract is currently under negotiation; however, amounts incurred under the RFS will be fully credited against the LSTK contract. The RFS may be canceled by either party with 30 days’ written notice. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 6 — RELATED PARTIES Accounts Receivable and Payable with Related Parties Tellurian’s accounts receivable due from related parties primarily consist of indemnities and amounts due from employees who received share-based compensation. The Company will withhold amounts from wages if the tax liability with respect to such share-based compensation is not paid directly by the employees. The accounts payable due to related parties pertains to agreements with entities which are partially owned by Mr. Martin Houston, a major shareholder and Vice Chairman of the Company. Non-current Note Receivable Due from Related Party Prior to the acquisition of Tellurian Services, Tellurian Services issued an interest-free $251 thousand note receivable to Mr. Houston. The note was used to provide the collateral required to secure a personal $500 thousand line of credit as part of a covenant related to the lease of our corporate headquarters located in Houston, Texas. Other During the three and six months ended June 30, 2017, the Company incurred $116 thousand and $650 thousand, respectively, in legal fees to a law firm for advice associated with the Bonini-Kettlety lawsuit, described in Note 8, Commitments and Contingencies |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 7 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is comprised of fixed assets and oil and gas properties, as shown below (in thousands): June 30, 2017 December 31, 2016 Fixed Assets Land $ 9,491 $ 9,491 Buildings 549 549 Leasehold improvements 1,774 602 Computer, office equipment and fixtures 436 420 Accumulated depreciation (208) (69) Total fixed assets, net 12,042 10,993 Oil and Gas Properties Unproved 13,000 — Wells in progress 332 — Total oil and gas properties 13,332 — Total property, plant and equipment, net $ 25,374 $ 10,993 Property, plant and equipment is depreciated using the straight-line depreciation method. Depreciation expense of $79 thousand and $139 thousand for the three and six months ended June 30, 2017, respectively, and $24 thousand for the three and six months ended June 30, 2016, respectively, is recorded within development expenses on the Condensed Consolidated Statement of Operations. In February 2017, in connection with the Merger, the Company acquired interests in certain oil and gas properties. Unproved properties consist of oil and gas interests in the Weald Basin, United Kingdom and the Timor Sea, Australia. In the United Kingdom, Tellurian holds non-operating interests in two licenses which expire in June and September 2021. In Australia, Tellurian holds an operating interest in an exploration permit due to expire on November 12, 2017. At this time, the Company is considering applying for an extension of the exploration permit to the appropriate Australian regulatory authorities. There is no production and there are no reserves currently associated with any of our licenses. Accordingly, there is no depletion associated with them for the three and six months ended June 30, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 — COMMITMENTS AND CONTINGENCIES In May 2016, Simon Bonini and Paul Kettlety (collectively, the “Plaintiffs”) filed a lawsuit against Tellurian Investments and Tellurian Services, along with each of Messrs. Martin Houston and Christopher Daniels and certain entities in which each of Messrs. Houston and Daniels own membership interests, as applicable (collectively, the “Defendants”), in the District Court of Harris County, Texas, alleging among other things, breach of contract, promissory estoppel, quantum meruit, fraud/fraudulent concealment, negligent misrepresentation, breach of fiduciary duty, usurpation/diversion of corporate opportunity, conversion, civil conspiracy and implied partnership. The Plaintiffs sought damages in excess of $168 million. In April 2017, the Defendants entered into a Compromise Settlement Agreement and Mutual Release (the “Settlement Agreement”) with the Plaintiffs and the Plaintiffs’ counsel, Schiffer Odom Hicks & Johnson, PLLC, a Texas professional limited liability company (“Schiffer Odom”), in connection with the lawsuit. Pursuant to the Settlement Agreement, among other things, (i) Mr. Houston agreed to transfer a total of 2,000,000 shares of Tellurian common stock owned by Mr. Houston (the “Transferred Shares”) to the Plaintiffs and Schiffer Odom, comprised of 825,000 shares to each of the Plaintiffs and 350,000 shares to Schiffer Odom, (ii) the Company agreed to file a prospectus supplement with respect to the resales of the Transferred Shares by the Plaintiffs and Schiffer Odom and (iii) the Plaintiffs released all claims against the Defendants. Also in April 2017, Mr. Houston transferred the Transferred Shares to the Plaintiffs and Schiffer Odom, and the Company filed a prospectus supplement with respect to the resales of the Transferred Shares by the Plaintiffs and Schiffer Odom. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 9 — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The components of accounts payable and accrued liabilities consist of the following (in thousands): June 30, 2017 December 31, 2016 Front-end engineering and design $ 776 $ 12,549 Payroll and compensation 10,507 6,311 Professional services (e.g., legal, audit) 2,736 2,323 Other 4,851 3,220 Total accounts payable and accrued liabilities $ 18,870 $ 24,403 In February 2016, Tellurian engaged Bechtel to perform a FEED study for the Driftwood terminal, and in June 2016, Tellurian engaged Bechtel to perform a FEED study for the Driftwood pipeline. Accounts payable and accrued liabilities for FEED costs relate primarily to our contracts for FEED services with Bechtel as well as subcontractors working on the project. The FEED studies for the Driftwood pipeline and the Driftwood terminal were completed in March 2017 and June 2017, respectively. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | NOTE 10 — SHARE-BASED COMPENSATION Tellurian has granted fully vested and restricted stock to employees, outside directors, and a consultant under the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Legacy Plan”) and the Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “Omnibus Plan”). At a special meeting of stockholders on February 9, 2017, Magellan stockholders approved the Omnibus Plan, which replaced the Legacy Plan. No further awards can be made under the Legacy Plan. The maximum number of shares of Tellurian common stock authorized for issuance under the Omnibus Plan is 40 million shares of common stock. During any calendar year, no employee may be granted more than 10 million shares of Tellurian common stock, or with respect to a grant of cash, an amount equal to the value of 10 million shares of Tellurian common stock at the time of settlement. As of June 30, 2017, 5.5 million shares have been granted under the Omnibus Plan, and 14.9 million shares were granted under the Legacy Plan. During the three and six months ended June 30, 2017, the Company granted certain awards without vesting conditions, while most awards granted are subject to performance and service-based vesting conditions. Most of the performance-based awards vest based on a final investment decision by the Company’s board of directors, as defined in the award agreements. A portion of the performance awards vest based on the achievement of certain project development activities. During the three months ended June 30, 2017, the weighted average grant date fair value per share was $11.85 per share, and the total grant date fair value was $19.3 million. For the three and six months ended June 30, 2017, Tellurian recognized $0.4 million and $18 million, respectively, as stock-based compensation expense for employees and directors, $2 million of which was issued in settlement of bonuses accrued at December 31, 2016. For the three and six months ended June 30, 2016, Tellurian recognized $1.6 million and $5.1 million, respectively, as stock-based compensation expense for employees and directors. |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | NOTE 11 — SHARE-BASED PAYMENTS For the three and six months ended June 30, 2017, Tellurian recognized $1.6 million and $19.4 million, respectively, as share-based expense for vendors. In February 2017, the Company issued 409,800 shares of Tellurian common stock, valued at $5.8 million, to a financial adviser in connection with the successful completion of the Merger. This cost has been included in general and administrative expenses in the Condensed Consolidated Statements of Operations. Additionally, on the Merger Date, the Company issued 90,350 shares of Tellurian common stock to settle a liability assumed in the Merger valued at $1.3 million. In March 2017, the Company’s board of directors approved the issuance of 1 million shares that were purchased at a discount by a commercial development consultant under the Omnibus Plan. The terms of the share purchase agreement did not contain performance obligations or similar vesting provisions; accordingly, the full amount of $11.4 million, representing the aggregate difference between the purchase price of $0.50 per share and the fair value on the date of issuance of $11.88 per share, was recognized on the date of the share purchase and has been included in general and administrative expenses in the Condensed Consolidated Statements of Operations. Also in March 2017, the Company issued 200,000 shares under a management consulting arrangement for specified services from March 2017 through May 2017. The services were valued at $11.34 per share on the date of issuance. The total cost of $2.3 million was amortized to general and administrative expenses on a straight-line basis over the three-month service period in the Condensed Consolidated Statements of Operations. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12 — INCOME TAXES As of June 30, 2017, the Company has net operating loss (“NOL”) carryforwards for federal, state and international income tax reporting purposes. The Company has established a full valuation allowance against its NOLs and has not recorded a net liability for federal, state and international income taxes in any of the periods included in the accompanying financial statements. Our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2017 and December 31, 2016 include no income tax benefits. Section 382 of the Internal Revenue Code (the “Code”) contains rules that limit the ability of a company that undergoes an ownership change to utilize its NOL carryforwards, tax credits, and certain built-in-losses or deductions existing as of the date of an ownership change. Prior to the Merger, Magellan had NOL carryforwards available to reduce U.S. federal and state taxable income in future tax years. The Company performed a section 382 ownership change analysis for Magellan to determine if there were any Section 382 limitations on the utilization of Magellan’s pre-merger NOLs. Based on this analysis, the Company has determined that the Magellan pre-merger NOL carryforwards are subject to annual Section 382 limitations. Because of these limitations, it is expected that the vast majority of Magellan’s NOL carryforwards generated prior to the Merger will expire unused. We will continue to monitor activity in the Company’s shares which could cause an ownership change. If the Company experiences a Section 382 ownership change, it could further affect our ability to utilize our existing NOL carryforwards. The Company remains subject to periodic audits and reviews by taxing authorities; however, we do not expect that these audits will have a material effect on the Company’s tax provision. Magellan’s federal tax returns for the years after June 30, 2013 remain open for examination. Tax authorities may review and adjust NOL carryforwards that were generated prior to these periods if utilized in an open tax year. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 13 — STOCKHOLDERS’ EQUITY At-the-Market Program The Company maintains an at-the-market equity offering program pursuant to which Tellurian may sell shares of its common stock from time to time on the NASDAQ or any other market for the common stock in the U.S., through Credit Suisse Securities (USA) LLC acting as sales agent, for aggregate sales proceeds of up to $200 million. For the three months ended June 30, 2017, the Company issued 0.5 million shares of common stock under this program, for proceeds of $5.1 million, net of $0.1 million in fees and commissions. There were no issuances under this program in the first quarter of 2017. TOTAL Investment In January 2017, pursuant to a common stock purchase agreement dated as of December 19, 2016, between Tellurian Investments and TOTAL Delaware, Inc. (“TOTAL”), TOTAL purchased, and Tellurian Investments sold and issued to TOTAL, approximately 35.4 million shares of Tellurian Investments common stock for an aggregate purchase price of $207 million, net of offering costs. In connection with the Merger, the shares purchased by TOTAL were exchanged for 46 million shares of Tellurian common stock. In May 2017, Tellurian and TOTAL entered into a pre-emptive rights agreement pursuant to which TOTAL was granted a right to purchase its pro rata portion of any new equity securities that Tellurian may issue to a third party on the same terms and conditions as such equity securities are offered and sold to such party, subject to certain excepted offerings (the “Pre-emptive Rights Agreement”). Pursuant to the common stock purchase agreement dated as of December 19, 2016, between Tellurian Investments and TOTAL, the terms and conditions of the Pre-emptive Rights Agreement are similar to those contained in the pre-emptive rights agreement dated as of January 3, 2017, between Tellurian Investments and TOTAL, but the Pre-emptive Rights Agreement is subject to additional excepted offerings. Tellurian Preferred Stock In March 2017, GE Oil & Gas, Inc. (now known as GE Oil & Gas, LLC) (“GE”), as the holder of all 5.5 million outstanding shares of Tellurian Investments Series A convertible preferred stock (the “Tellurian Investments Preferred Shares”), exchanged those shares into an equal number of shares of Tellurian Inc. Series B convertible preferred stock (the “Series B Preferred Stock”) pursuant to the terms of the Tellurian Investments Certificate of Incorporation (the “Preferred Share Exchange”). The terms of the Series B Preferred Stock were substantially similar to those of the Tellurian Investments Preferred Shares. The Series B Preferred Stock were exchangeable at any time into shares of the Company’s common stock on a one-for-one basis, subject to anti-dilution adjustments in certain circumstances. In June 2017, GE, as the holder of all 5.5 million outstanding shares of Series B Preferred Stock exercised its right to convert all such shares of Series B Preferred Stock into 5.5 million shares of Tellurian common stock pursuant to and in accordance with the terms of the Series B Preferred Stock. Embedded Derivative The ability of GE to exchange the Tellurian Investments Preferred Shares into shares of Series B Preferred Stock or into shares of Tellurian common stock following the Merger required the fair value of such features to be bifurcated from the contract and recognized as an embedded derivative until the Merger Date. The fair value of the embedded derivative was determined through the use of a model which utilizes certain observable inputs such as the price of Magellan common stock at various points in time and the volatility of Magellan common stock over an assumed half-year and one-year holding period from February 10, 2017 and December 31, 2016, respectively. At each valuation date, the model also included (i) unobservable inputs related to the weighted probabilities of certain Merger-related scenarios and (ii) a discount for the lack of marketability determined through the use of commonly accepted methods. We have therefore classified the fair value measurements of this embedded derivative as Level 3 inputs. On the Merger Date, the embedded derivative was reclassified to additional paid-in capital in accordance with U.S. GAAP. The following table summarizes the changes in fair value for the embedded derivative (in thousands): February 10, 2017 December 31, 2016 Fair value at the beginning of period and initial fair value, respectively $ 8,753 $ 5,445 (Gain) loss on exchange feature (2,209) 3,308 Fair value at the end of the period and year, respectively $ 6,544 $ 8,753 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 14 — NET LOSS PER SHARE The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net loss $ (32,523 ) $ (16,277 ) $ (173,872 ) $ (23,470 ) Basic weighted average common shares outstanding 186,102 109,967 146,756 65,714 Loss per share: Basic and diluted $ (0.17 ) $ (0.15 ) $ (1.18 ) $ (0.36 ) Basic loss per share is based upon the weighted average number of shares of common stock outstanding during the period. As of June 30, 2017 and 2016, the effect of 18.3 million and 2.0 million, respectively, of unvested restricted stock awards that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented. |
Other Comprehensive Loss
Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Other Comprehensive Loss | NOTE 15 — OTHER COMPREHENSIVE LOSS The following table is a reconciliation of our net loss to our comprehensive loss for the periods shown (in thousands): Successor Predecessor Three Months Ended June 30, Six Months Ended June 30, Nine Days Period 2017 2016 2017 2016 2016 2016 Net loss $ (32,523) $ (16,277) $ (173,872) $ (23,470) $ (157) $ (638) Other comprehensive income items: Unrealized holding gain on securities available-for-sale 993 — 933 — — — Comprehensive loss $ (31,530) $ (16,277) $ (172,939) $ (23,470) $ (157) $ (638) |
Additional Cash Flow Informatio
Additional Cash Flow Information | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Cash Flow Information | NOTE 16 — ADDITIONAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in thousands): As of the Six Months Ended June 30, 2017 2016 Property, plant and equipment non-cash accruals $ 217 $ 128 Land acquisition non-cash accruals — 1,000 Equity offering cost accrual — 483 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): As of the Six Months Ended June 30, 2017 2016 Cash and cash equivalents $ 160,726 $ 12,391 Restricted cash, current 100 — Non-current restricted cash 375 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 161,201 $ 12,391 |
Recent Accounting Standards
Recent Accounting Standards | 6 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | NOTE 17 — RECENT ACCOUNTING STANDARDS The following table provides a description of recent accounting standards that had not been adopted by the Company as of June 30, 2017: Standard Description Expected Date of Effect on our Condensed ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 The implementation of this new standard will not affect the amounts shown in our Condensed Consolidated Financial Statements and related disclosures as the Company has no revenues. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We are currently evaluating the impact of the provisions of this guidance on our Condensed Consolidated Financial Statements and related disclosures. Additionally, the following table provides a description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Condensed ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This update clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by providing a screen to determine when an integrated set of assets or activities is not a business. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This update eliminated Step 2 from the goodwill impairment test. Step 2 required entities to compute the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceed its fair value. The goodwill impairment test now consists of comparing the fair value of a reporting unit with its carrying amount, and a company should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-09, Compensation Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies what changes to the terms and conditions of share-based awards require an entity to apply modification accounting. Modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. April 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash This update requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. April 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 — SUBSEQUENT EVENTS At-the-Market Program Subsequent to June 30, 2017, the Company issued 0.5 million shares of common stock under its at-the-market equity offering program for proceeds of $5.2 million, net of $0.2 million in fees and commissions. Seismic Survey On March 31, 2017, the Company executed an Operations Services Agreement (the “OSA”) with Santos Offshore Pty Ltd (“Santos”). The OSA provides for Santos to perform certain services on behalf of the Company associated with the Company’s exploration permit for our offshore block in Australia. On June 28, 2017, the Company executed a Cost Sharing Agreement (the “CSA”), with Santos and Origin Energy Resources Limited (“Origin”). The CSA provides the basis upon which costs and expenses will be shared among the Company, Santos and Origin for a 3-D seismic survey to be shot over our offshore block. Pursuant to the OSA and CSA, with the Company’s consent, Santos applied for regulatory approval, designed the seismic survey and engaged a contractor to perform the work. In July 2017, Santos informed the Company that Santos was unable to obtain regulatory approval and canceled the seismic survey. While the Company remains a party to the OSA and CSA, we are not currently committed to make any further expenditures under any agreement, but remain liable for amounts due under the OSA and CSA pertaining to the canceled portion of the survey. We are currently assessing the amounts due, if any, for our portion of the canceled seismic survey. Our estimate is dependent upon information to be gathered between Santos, as the operator, and the seismic contractor. Litigation In July 2017, Tellurian Investments, Driftwood LNG, Martin Houston, and three other individuals were named as third-party defendants in a lawsuit filed in state court in Harris County, Texas between Cheniere Energy, Inc. and one of its affiliates, on the one hand (collectively, “Cheniere”), and Parallax Enterprises and certain of its affiliates (not including Parallax Services, n/k/a Tellurian Services) on the other hand (collectively, “Parallax”). Cheniere alleges that it entered into a note and a pledge agreement with Parallax. Cheniere claims that Tellurian Investments and Driftwood LNG tortiously interfered with the note and pledge agreement. We believe that Cheniere’s claims against Tellurian Investments and Driftwood LNG are without merit and do not expect the resolution of the suit to have a material effect on our results of operation or financial condition. As of the date of this filing, neither Tellurian Investments nor Driftwood LNG has been served in this action. Securities Available-for-sale Subsequent to June 30, 2017, the Company sold all of the securities available-for-sale, which were acquired in the Merger, for net proceeds of $4.3 million. Non-current Note Receivable Due from Related Party On July 28, 2017, the $251 thousand non-current note receivable due from a related party was repaid in full and the demand note evidencing the receivable was canceled. |
Merger and Acquisition (Tables)
Merger and Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Total Consideration Exchanged | The total consideration exchanged was as follows (in thousands, except share and per-share amounts): Number of shares of Magellan common stock outstanding (1) 5,985,042 Price per share of Magellan common stock (2) $ 14.21 Aggregate value of Tellurian common stock issued $ 85,048 Fair value of stock options (3) 2,821 Net purchase consideration to be allocated $ 87,869 (1) The number of shares of Magellan common stock issued and outstanding as of February 9, 2017. (2) The closing price of Magellan common stock on the NASDAQ on February 9, 2017. (3) The estimated fair value of Magellan stock options for pre-Merger services rendered. |
Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed in Transaction | The preliminary purchase price allocation to assets acquired and liabilities assumed in the transaction was as follows (in thousands): Fair Value of Assets Acquired: Cash $ 56 Securities available-for-sale 1,111 Other current assets 93 Unproved properties 13,000 Wells in progress 332 Land, buildings and equipment, net 67 Other long-term assets 19 Total assets acquired 14,678 Fair Value of Liabilities Assumed: Accounts payable and other liabilities 4,393 Notes payable 8 Total liabilities assumed 4,401 Total net assets acquired 10,277 Goodwill as a result of the Merger $ 77,592 |
Schedule of Unaudited Pro Forma Results | The following table provides unaudited pro forma results for the three and six months ended June 30, 2017 and 2016, as if the Merger occurred and Parallax Services had been acquired as of January 1, 2016 (in thousands, except per-share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Pro forma net loss $ (32,523) $ (15,174) $ (177,614) $ (34,212) Pro forma net loss per basic share $ (0.17) $ (0.13) $ (1.20) $ (0.47) Pro forma basic and diluted weighted average common shares outstanding 186,127 116,477 148,236 72,224 |
Prepaid and Other Current and26
Prepaid and Other Current and Non-Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Components of Prepaid Expenses and Other Current Assets | The components of prepaid expenses and other current assets consist of the following (in thousands): June 30, 2017 December 31, 2016 Deposits related to marketing activities $ 146 $ 968 Insurance 661 67 Prepaid rent 631 315 Other 686 614 Total prepaid expenses and current assets $ 2,124 $ 1,964 |
Schedule of Components of Other Non-current Assets | The components of other non-current assets consist of the following (in thousands): June 30, 2017 December 31, 2016 Lease and purchase options $ 2,114 $ 1,345 Deposits related to marketing activities — 551 Other 92 5 Total other non-current assets $ 2,206 $ 1,901 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment Comprised of Fixed Assets and Oil and Gas Properties | Property, plant and equipment is comprised of fixed assets and oil and gas properties, as shown below (in thousands): June 30, 2017 December 31, 2016 Fixed Assets Land $ 9,491 $ 9,491 Buildings 549 549 Leasehold improvements 1,774 602 Computer, office equipment and fixtures 436 420 Accumulated depreciation (208) (69) Total fixed assets, net 12,042 10,993 Oil and Gas Properties Unproved 13,000 — Wells in progress 332 — Total oil and gas properties 13,332 — Total property, plant and equipment, net $ 25,374 $ 10,993 |
Accounts Payable and Accrued 28
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accounts Payable and Accrued Liabilities | The components of accounts payable and accrued liabilities consist of the following (in thousands): June 30, 2017 December 31, 2016 Front-end engineering and design $ 776 $ 12,549 Payroll and compensation 10,507 6,311 Professional services (e.g., legal, audit) 2,736 2,323 Other 4,851 3,220 Total accounts payable and accrued liabilities $ 18,870 $ 24,403 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Changes in Fair Value for Embedded Derivative | The following table summarizes the changes in fair value for the embedded derivative (in thousands): February 10, 2017 December 31, 2016 Fair value at the beginning of period and initial fair value, respectively $ 8,753 $ 5,445 (Gain) loss on exchange feature (2,209) 3,308 Fair value at the end of the period and year, respectively $ 6,544 $ 8,753 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net loss $ (32,523 ) $ (16,277 ) $ (173,872 ) $ (23,470 ) Basic weighted average common shares outstanding 186,102 109,967 146,756 65,714 Loss per share: Basic and diluted $ (0.17 ) $ (0.15 ) $ (1.18 ) $ (0.36 ) |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Reconciliation of Net Loss to Comprehensive Loss | The following table is a reconciliation of our net loss to our comprehensive loss for the periods shown (in thousands): Successor Predecessor Three Months Ended June 30, Six Months Ended June 30, Nine Days Period 2017 2016 2017 2016 2016 2016 Net loss $ (32,523) $ (16,277) $ (173,872) $ (23,470) $ (157) $ (638) Other comprehensive income items: Unrealized holding gain on securities available-for-sale 993 — 933 — — — Comprehensive loss $ (31,530) $ (16,277) $ (172,939) $ (23,470) $ (157) $ (638) |
Additional Cash Flow Informat32
Additional Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | The following table provides supplemental disclosure of cash flow information (in thousands): As of the Six Months Ended June 30, 2017 2016 Property, plant and equipment non-cash accruals $ 217 $ 128 Land acquisition non-cash accruals — 1,000 Equity offering cost accrual — 483 |
Reconciliation of Cash, Cash Equivalents And Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): As of the Six Months Ended June 30, 2017 2016 Cash and cash equivalents $ 160,726 $ 12,391 Restricted cash, current 100 — Non-current restricted cash 375 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 161,201 $ 12,391 |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Description of Recent Accounting Standards, Not been Adopted | The following table provides a description of recent accounting standards that had not been adopted by the Company as of June 30, 2017: Standard Description Expected Date of Effect on our Condensed ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 The implementation of this new standard will not affect the amounts shown in our Condensed Consolidated Financial Statements and related disclosures as the Company has no revenues. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We are currently evaluating the impact of the provisions of this guidance on our Condensed Consolidated Financial Statements and related disclosures. |
Description of Recent Accounting Standards Adopted During Reporting Period | Additionally, the following table provides a description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Condensed ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This update clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by providing a screen to determine when an integrated set of assets or activities is not a business. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This update eliminated Step 2 from the goodwill impairment test. Step 2 required entities to compute the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceed its fair value. The goodwill impairment test now consists of comparing the fair value of a reporting unit with its carrying amount, and a company should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-09, Compensation Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies what changes to the terms and conditions of share-based awards require an entity to apply modification accounting. Modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. April 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash This update requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. April 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Background and Basis of Prese34
Background and Basis of Presentation - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2017Segment | |
Business Description And Basis Of Presentation [Line Items] | |
Number of operating segments | 1 |
Merger Agreement | |
Business Description And Basis Of Presentation [Line Items] | |
Exchange of shares, conversion ratio | 1.3 |
Merger and Acquisition - Schedu
Merger and Acquisition - Schedule of Total Consideration Exchanged (Detail) $ / shares in Units, $ in Thousands | Feb. 10, 2017USD ($)$ / sharesshares |
Business Combinations [Abstract] | |
Number of shares of Magellan common stock outstanding | shares | 5,985,042 |
Price per share of Magellan common stock | $ / shares | $ 14.21 |
Aggregate value of Tellurian common stock issued | $ 85,048 |
Fair value of stock options | 2,821 |
Net purchase consideration to be allocated | $ 87,869 |
Merger And Acquisition - Sche36
Merger And Acquisition - Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed in Transaction (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Feb. 10, 2017 | Dec. 31, 2016 |
Fair Value of Assets Acquired: | |||
Cash | $ 56 | ||
Securities available-for-sale | 1,111 | ||
Other current assets | 93 | ||
Unproved properties | 13,000 | ||
Wells in progress | $ 332 | 332 | |
Land, buildings and equipment, net | 67 | ||
Other long-term assets | 19 | ||
Total assets acquired | 14,678 | ||
Fair Value of Liabilities Assumed: | |||
Accounts payable and other liabilities | 4,393 | ||
Notes payable | 8 | ||
Total liabilities assumed | 4,401 | ||
Total net assets acquired | 10,277 | ||
Goodwill as a result of the Merger | $ 1,190 | $ 77,592 | $ 1,190 |
Merger and Acquisition - Additi
Merger and Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 10, 2017 | Apr. 09, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 77,592 | $ 1,190 | $ 1,190 | $ 1,190 | |||
Equity consideration valued | $ 87,869 | ||||||
Net loss | (32,523) | $ (16,277) | (173,872) | $ (23,470) | |||
Parallax Services [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,190 | 1,190 | |||||
Equity consideration valued | $ 1,000 | ||||||
Net loss | $ 600 |
Merger and Acquisition - Sche38
Merger and Acquisition - Schedule of Unaudited Pro Forma Results (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Business Combinations [Abstract] | ||||
Pro forma net loss | $ (32,523) | $ (15,174) | $ (177,614) | $ (34,212) |
Pro forma net loss per basic share | $ (0.17) | $ (0.13) | $ (1.20) | $ (0.47) |
Pro forma basic and diluted weighted average common shares outstanding | 186,127 | 116,477 | 148,236 | 72,224 |
Non-Current Restricted Cash - A
Non-Current Restricted Cash - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Restricted Cash and Cash Equivalents Items [Line Items] | |
Restricted cash | $ 375 |
Letter of Credit [Member] | Texas [Member] | |
Restricted Cash and Cash Equivalents Items [Line Items] | |
Restricted cash | $ 375 |
Number of days written notice | 30 days |
Prepaid and Other Current and40
Prepaid and Other Current and Non-current Assets - Schedule of Components of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Deposits related to marketing activities | $ 146 | $ 968 |
Insurance | 661 | 67 |
Prepaid rent | 631 | 315 |
Other | 686 | 614 |
Total prepaid expenses and current assets | $ 2,124 | $ 1,964 |
Prepaid and Other Current and41
Prepaid and Other Current and Non-current Assets - Schedule of Components of Other Non-current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Other Assets, Noncurrent [Abstract] | ||
Lease and purchase options | $ 2,114 | $ 1,345 |
Deposits related to marketing activities | 551 | |
Other | 92 | 5 |
Total other non-current assets | $ 2,206 | $ 1,901 |
Prepaid and Other Current and42
Prepaid and Other Current and Non-current Assets - Additional Information (Detail) - Renewal_Options | Jun. 30, 2017 | Jun. 30, 2017 |
Operating Leased Assets [Line Items] | ||
Term of lease | 4 years | |
Term of lease extension | 20 years | |
Term of lease renewals | 5 years | |
Number of renewal options for operating leases | 6 | |
Texas [Member] | ||
Operating Leased Assets [Line Items] | ||
Term of lease | 10 years | |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Term of lease | 60 years |
Capital Development Activities
Capital Development Activities - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2017 | |
Research and Development [Abstract] | |
Period for issue of written notice | 30 days |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Note receivable due from related party | $ 251 | $ 251 | $ 251 |
Houston [Member] | |||
Related Party Transaction [Line Items] | |||
Note receivable due from related party | 251 | 251 | |
Line of credit | 500 | 500 | |
Law Firm [Member] | |||
Related Party Transaction [Line Items] | |||
Legal fees | $ 116 | $ 650 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment Comprised of Fixed Assets and Oil and Gas Properties (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Feb. 10, 2017 | Dec. 31, 2016 |
Fixed Assets | |||
Accumulated depreciation | $ (208) | $ (69) | |
Total fixed assets, net | 12,042 | 10,993 | |
Oil and Gas Properties | |||
Unproved | 13,000 | ||
Wells in progress | 332 | $ 332 | |
Total oil and gas properties | 13,332 | ||
Total property, plant and equipment, net | 25,374 | 10,993 | |
Land [Member] | |||
Fixed Assets | |||
Fixed assets, gross | 9,491 | 9,491 | |
Buildings [Member] | |||
Fixed Assets | |||
Fixed assets, gross | 549 | 549 | |
Leasehold Improvements [Member] | |||
Fixed Assets | |||
Fixed assets, gross | 1,774 | 602 | |
Computer, Office Equipment and Fixtures [Member] | |||
Fixed Assets | |||
Fixed assets, gross | $ 436 | $ 420 |
Property, Plant and Equipment46
Property, Plant and Equipment - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2017License | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Development Expenses [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 79,000 | $ 24,000 | $ 139,000 | $ 24,000 | |
Australia [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Reserves | 0 | 0 | |||
Depletion | $ 0 | $ 0 | |||
United Kingdom [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of non-operating interest in licenses | License | 2 | ||||
United Kingdom [Member] | Non-operating Interest in Licenses One [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
License expiration date | 2021-06 | ||||
United Kingdom [Member] | Non-operating Interest in Licenses Two [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
License expiration date | 2021-09 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | |
Apr. 30, 2017 | May 31, 2016 | |
Bonini-Kettlety Lawsuit [Member] | Settled [Member] | ||
Other Commitments [Line Items] | ||
Plaintiff sought damage value | $ 168 | |
Tellurian [Member] | Martin Houston [Member] | ||
Other Commitments [Line Items] | ||
Transfer of shares for claim settlement | 2,000,000 | |
Plaintiff [Member] | Simon Bonini [Member] | ||
Other Commitments [Line Items] | ||
Transfer of shares for claim settlement | 825,000 | |
Plaintiff [Member] | Paul Kettlety [Member] | ||
Other Commitments [Line Items] | ||
Transfer of shares for claim settlement | 825,000 | |
Schiffer Odom [Member] | ||
Other Commitments [Line Items] | ||
Transfer of shares for claim settlement | 350,000 |
Accounts Payable and Accrued 48
Accounts Payable and Accrued Liabilities - Schedule of Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Front-end engineering and design | $ 776 | $ 12,549 |
Payroll and compensation | 10,507 | 6,311 |
Professional services (e.g., legal, audit) | 2,736 | 2,323 |
Other | 4,851 | 3,220 |
Total accounts payable and accrued liabilities | $ 18,870 | $ 24,403 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total grant date fair value | $ 21,165 | ||||
Share-based compensation expense for vested shares employees and directors | $ 400 | $ 1,600 | $ 18,000 | $ 5,100 | |
Settlement of Bonuses Accrued at December 31, 2016 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense for vested shares employees and directors | $ 2,000 | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value per share | $ 11.85 | ||||
Final Investment Decision ("FID Awards") [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total grant date fair value | $ 19,300 | ||||
2016 Omnibus Compensation Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock authorized for issuance | 40,000,000 | 40,000,000 | |||
Maximum number of common shares granted to an employee | 10,000,000 | ||||
2016 Omnibus Compensation Incentive Plan [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | 5,500,000 | ||||
2016 Omnibus Incentive Plan ("Legacy Plan") [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | 14,900,000 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense for vendors | $ 400 | $ 1,600 | $ 18,000 | $ 5,100 | |||
Common stock shares issued on merger, value | 87,923 | $ 1,000 | |||||
Shares issued for specified services | 200,000 | ||||||
Share issued for services, price per share | $ 11.34 | ||||||
Cost of shares issued for specified services | $ 2,300 | ||||||
Vendors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense for vendors | $ 1,600 | $ 19,400 | |||||
Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares issued on merger | 90,350 | 409,800 | 51,540,000 | 500,000 | |||
Common stock shares issued on merger, value | $ 1,300 | $ 5,800 | $ 1,390 | $ 1 | |||
2016 Omnibus Compensation Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant | 1,000,000 | ||||||
Aggregate difference between purchase price and fair value | $ 11,400 | ||||||
Purchase price per share | $ 0.50 | ||||||
Closing share price on the date of issuance per share | $ 11.88 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Income tax benefits | $ 0 | $ (170) | $ 0 | $ (170) | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||||||
Proceeds from the issuance of common stock | $ 212,477,000 | $ 36,857,000 | ||||
Shares issued value | $ 211,977,000 | $ 36,374,000 | ||||
Number of shares issued | 211,500,000 | 211,500,000 | 109,600,000 | |||
Shares issued value | $ 1,933,000 | $ 1,933,000 | $ 101,000 | |||
At-the-Market Program [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 500,000 | 500,000 | 500,000 | |||
Shares issued value | $ 5,100,000 | $ 5,100,000 | ||||
Fees and commissions | 100,000 | $ 100,000 | ||||
Maximum [Member] | At-the-Market Program [Member] | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from the issuance of common stock | $ 200,000,000 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares converted | 1 | 1 | ||||
Series B convertible preferred stock, terms of conversion | Series B convertible preferred stock (the "Series B Preferred Stock") pursuant to the terms of the Tellurian Investments Certificate of Incorporation (the "Preferred Share Exchange"). The terms of the Series B Preferred Stock were substantially similar to those of the Tellurian Investments Preferred Shares. The Series B Preferred Stock were exchangeable at any time into shares of the Company's common stock on a one-for-one basis, subject to anti-dilution adjustments in certain circumstances. | |||||
TOTAL Delaware Inc [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 35,400,000 | |||||
Shares issued value | $ 207,000,000 | |||||
Shares exchanged for issue of common stock | 46,000,000 | |||||
GE Oil & Gas, Inc. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares converted | 5,500,000 | 5,500,000 | ||||
GE Oil & Gas, Inc. [Member] | Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares converted | 5,500,000 | 5,500,000 | ||||
GE Oil & Gas, Inc. [Member] | Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares converted | 5,500,000 | 5,500,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Changes in Fair Value for Embedded Derivative (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Feb. 10, 2017 | Dec. 31, 2016 | |
Embedded Derivative [Abstract] | ||
Fair value at the beginning of period and initial fair value, respectively | $ 8,753 | $ 5,445 |
(Gain) loss on exchange feature | (2,209) | 3,308 |
Fair value at the end of the period and year, respectively | $ 6,544 | $ 8,753 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (32,523) | $ (16,277) | $ (173,872) | $ (23,470) |
Basic weighted average common shares outstanding | 186,102 | 109,967 | 146,756 | 65,714 |
Loss per share: | ||||
Basic and diluted | $ (0.17) | $ (0.15) | $ (1.18) | $ (0.36) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 18.3 | 2 |
Other Comprehensive Loss - Summ
Other Comprehensive Loss - Summary of Reconciliation of Net Loss to Comprehensive Loss (Detail) - USD ($) $ in Thousands | Apr. 09, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 09, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Other Comprehensive Income Loss [Line Items] | ||||||
Net loss | $ (32,523) | $ (16,277) | $ (173,872) | $ (23,470) | ||
Other comprehensive income items: | ||||||
Unrealized holding gain on securities available-for-sale | 993 | 933 | ||||
Comprehensive loss | $ (31,530) | $ (16,277) | $ (172,939) | $ (23,470) | ||
Predecessor [Member] | ||||||
Other Comprehensive Income Loss [Line Items] | ||||||
Net loss | $ (157) | $ (638) | ||||
Other comprehensive income items: | ||||||
Comprehensive loss | $ (157) | $ (638) |
Additional Cash Flow Informat57
Additional Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | ||
Property, plant and equipment non-cash accruals | $ 217 | $ 128 |
Land acquisition non-cash accruals | 1,000 | |
Equity offering cost accrual | $ 483 |
Additional Cash Flow Informat58
Additional Cash Flow Information - Reconciliation of Cash, Cash Equivalents And Restricted Cash (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 160,726 | $ 21,398 | $ 12,391 |
Restricted cash, current | 100 | ||
Non-current restricted cash | 375 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 161,201 | $ 21,398 | $ 12,391 |
Recent Accounting Standards - D
Recent Accounting Standards - Description of Recent Accounting Standards, Not been Adopted (Detail) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Standards Update 2014-09 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. |
Expected Date of Adoption | Jan. 1, 2018 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | Effect on our Condensed Consolidated Financial Statements or Other Significant Matters The implementation of this new standard will not affect the amounts shown in our Condensed Consolidated Financial Statements and related disclosures as the Company has no revenues. |
Accounting Standards Update 2016-02 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted and must be adopted using a modified retrospective approach with certain available practical expedients. |
Expected Date of Adoption | Jan. 1, 2019 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | We are currently evaluating the impact of the provisions of this guidance on our Condensed Consolidated Financial Statements and related disclosures. |
Recent Accounting Standards -60
Recent Accounting Standards - Description of Recent Accounting Standards Adopted During Reporting Period (Detail) - New Accounting Pronouncement, Early Adoption, Effect [Member] | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Standards Update 2017-01 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This update clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by providing a screen to determine when an integrated set of assets or activities is not a business. |
Date Of Adoption | Jan. 1, 2017 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | Effect on our Condensed Consolidated Financial Statements or Other Significant Matters The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Accounting Standards Update 2017-04 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This update eliminated Step 2 from the goodwill impairment test. Step 2 required entities to compute the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceed its fair value. The goodwill impairment test now consists of comparing the fair value of a reporting unit with its carrying amount, and a company should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. |
Date Of Adoption | Jan. 1, 2017 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Accounting Standards Update 2017-09 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This update clarifies what changes to the terms and conditions of share-based awards require an entity to apply modification accounting. Modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. |
Date Of Adoption | Apr. 1, 2017 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Accounting Standards Update 2016-18 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This update requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. |
Date Of Adoption | Apr. 1, 2017 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | Aug. 08, 2017 | Jul. 01, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jul. 28, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||||||
Shares issued value | $ 211,977 | $ 36,374 | ||||||
Proceeds from sale of available-for-sale securities | 266 | |||||||
Note receivable due from related party | $ 251 | $ 251 | $ 251 | |||||
At-the-Market Program [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 0.5 | 0.5 | 0.5 | |||||
Shares issued value | $ 5,100 | $ 5,100 | ||||||
Fees and commissions | $ 100 | $ 100 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from sale of available-for-sale securities | $ 4,300 | |||||||
Note receivable due from related party | $ 251 | |||||||
Subsequent Event [Member] | At-the-Market Program [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 0.5 | |||||||
Shares issued value | $ 5,200 | |||||||
Fees and commissions | $ 200 |